THIS IS A RUSH TRANSCRIPT. THIS COPY MAY NOT BE IN ITS FINAL FORM AND MAY BE UPDATED.

JOHN KING, HOST: Thanks, Wolf, and congratulations.

Elections teach us lessons, some more than others. The tea party is ecstatic today. The Republican Party? Not so much.

I'm told the Republican whose job it is to win big House races went before his colleagues and took responsibility for losing another one, and there is considerable grumbling in the House GOP ranks.

Democrats are torn. Some look at last night's big contest and think their party did OK, even pretty good, especially when you consider history and all this talk of a big Republican wave. Yet, there are clear warning signs for Democrats, too. Philadelphia's mayor is among the many sources I reached out today and he had one word, "pathetic," to describe voter turnout in his city. If African- American voters sit this year out, like most did yesterday in Philadelphia, Democrats will be in trouble -- big time.

A lot to dissect, including a state dinner under way this hour. No crashes that we know of, yet any way. But it's still a crackling political atmosphere because the guest of honor, the president of Mexico, is offended by Arizona's new immigration law.

Let's begin, though, with the man of the moment. It was exactly four months ago that an obscure Massachusetts state senator named Scott Brown became a national Republican hero, winning the seat held for nearly a half century by the late liberal Senator Ted Kennedy.

Tonight, the Republican Party has a new celebrity, a political newcomer with a familiar name. Dr. Rand Paul shocked the Republican establishment last night by riding tea party support to victory in Kentucky's GOP Senate primary. And his blunt message is already at the center of a big national debate.

(BEGIN VIDEOTAPE)

KING: Dr. Paul, thanks for joining us.

I guess I would start by saying congratulations to you on this day. But then barely any sleep and you're into the general election. I want you to listen to something the national Democratic chairman, Dr. Tim Kaine, the former governor of Virginia, said today. He said that in Kentucky, Republicans with tea party help have nominated an extreme candidate.

(BEGIN VIDEO CLIP) TIM KAINE, DEMOCRATIC NATIONAL CMTE. CHMN.: A Republican nominee who represents the most extreme elements of the Republican Party, a candidate, for example, who's vowed to abolish the Department of Education and the Federal Reserve and who was oppose -- and who vows to basically oppose, oppose, oppose at a time when we need constructive challenges to the problems we face. Simply put: the Republican Party has a problem. For the last year and a half, they have been riding the tide, and now, they're feeling the tea party's bite.

(END VIDEO CLIP)

DR. RAND PAUL (R), KENTUCKY SENATE CANDIDATE: You know what's kind of funny is what I think is an extreme idea is a $2 trillion deficit. The debt is spiraling out-of-control and I'm proposing things like a balanced budget, and they think that's an extreme idea? What I tell to the national Democrats is: bring it on and please, please, please, bring President Obama to Kentucky. We want him to come and campaign for my opponent. In fact, we'll pay for his plane ticket if President Obama will come down to Kentucky.

KING: That's an interesting invitation and we will ask them if they will respond to it. But let's go through it because you know what the lines of attack are going to be, so I want to give you a chance to explain your views. You say balance the federal budget. I think most Americans would say amen to that. The question is: how fast and how.

The president has named, for example, a commission to look at this and come up with recommendations to deal with after the election. What if they came forward with a plan that actually had some pretty good cuts in federal spending, things that you supported but also said we need a modest tax increase in the mix as well?

PAUL: Yes, I think government is too big and our tax burden is too high and I won't vote to raise taxes. I think you've got to cut spending. You know, I think both parties have done a poor job at this. When the Republicans were in charge, we doubled the debt. But now, the Democrats are in charge and they have tripled the debt.

The bottom line is: it's out-of-control and it threatens our country. I mean, look at what's going on in Greece right now. I'm concerned that we could have a debt crisis in this country, and we've got to look at the entire budget. And when I'm elected, I will actually introduce a balanced budget the first year I'm there.

KING: And would your balanced budget eliminate the Department of Education?

PAUL: Well, what we'd do is take a stepwise approach to every department. Christopher Edwards has written a book called "Downsizing Government." In that, he takes a multi-step approach. We either downsize departments, maybe eliminate some departments, maybe privatize some departments, or maybe we can't do anything to a department. But we look at every department, every expenditure, and we find out how it can be reduced. KING: If we don't deal with Medicare and Social Security, you don't get to the big picture here. What would you do? How high would you raise the retirement age, for example? And what about Medicare for the next generation, not those who are on the verge of retiring but for the next generation? What should -- what would they look forward to if you had your way in Washington to a new Medicare program?

PAUL: Well, I think it's sort of like being an alcoholic. The first thing you have to do is admit you have a problem. And Washington needs to admit that they're sort of an alcoholic drunk on spending. We have to admit that Social Security and Medicare have demographic problems. There used to be seven workers for one retiree and for many years there was a surplus.

But now, for the first year, Social Security will spend more than it takes in and that's a real problem. So, you have three choices. You either keep borrowing the way we've been borrowing. I don't think that's a good choice.

Or you raise taxes. Some think tanks have said you might have to have a 40 percent payroll tax. I think that's crazy and I won't vote for that.

Or you look at eligibility over a long period of time, mainly people who are not close to retirement age. But you do have to do this.

KING: I'm asking you these questions from a political reporter who has lived a lot of his life in Washington's perspective.

PAUL: Yes.

KING: I want to read you something, a question somebody tweeted you, because it goes to your reaction to winning last night when you said it's time to take the government back. Here was the tweet @DrRandPaul. "Which is it, Rand, do you want your government back or do you want it out of your life? Can't have both."

PAUL: Well, I think by saying we want our government back, we want to have representatives who represent the people. But we also want a smaller government. You know, the Constitution has 17 enumerated powers. If we did only that at the federal level, we'd have a balanced budget every year and we'd have a much smaller government.

But as a consequence, the rest of the economy would have more money and more jobs could be created because government would be taking a smaller portion of the pie and the free enterprise and the private marketplace would have a bigger share of the pie, and that's how you create jobs.

KING: A lot of people know your name from your father's career in Congress and his presidential campaigns, both as a Republican and as a libertarian. Where do you disagree with the views of your father? People out there are saying, "Oh, I know this guy because I followed his dad."

What do they need to know, here's how Rand Paul is different?

PAUL: Well, I would say that we both believe in limited constitutional government, so we have many similarities in our philosophy about the way government should be. There will be some disagreements. We won't be a rubber stamp one of us for the other or vice versa. But the overall general philosophy that government is best that governs least is very similar for both of us.

KING: As you know, he has said he doesn't believe U.S. troops should be overseas in Iraq and Afghanistan. Where are you on that?

PAUL: What I would say is there are two extremes. One extreme is that we're never overseas and the other extreme is that we're always overseas. And I think we need -- I think we're close to the polar extreme where we're everywhere all the time and it might be better to come back more towards the middle. And there still will be times when we're overseas. But I think we may be overextended and that expense-wise, that may be too much of a burden on our republic.

KING: You have given a great deal of energy and you are at the moment -- I don't mean this as figurative (ph) -- the poster child for the tea party movement, proof to the tea party movement, that if you have the energy and the organization, you can win and you can defeat the establishment endorsed, in some ways better financed and better organized candidate.

Where should the tea party set its sights next? And how do you see your role? When Scott Brown won in Massachusetts, Republican candidates all around the country said, come help me campaign. If a tea party candidate, say, in the Nevada Senate primary, wanted your help or in the Arizona Senate primary wanted your help, would you go out and campaign for them?

PAUL: If I agree with their principles and if they're within the Republican Party. I don't think it's helpful to run outside the Republican Party because it will just help to defeat the Republican candidate.

But what I see my role is -- is I want to help shape what the tea party becomes. I think the tea party needs to define its platform. I'd like to run on that tea party platform.

To me, it means term limits, it means balancing the budget by law, it means that they should read the bills, it means we should have a waiting period before we pass legislation, and it means that all legislation that Congress votes on should be made applicable to themselves. They shouldn't apply it to us and then exempt themselves. I think that's arrogant.

And I think that every piece of legislation should enumerate where in the Constitution they get the authority for that legislation.

KING: Let be give you one example. There is a tea party-backed candidate, the former Congressman J.D. Hayworth, running against John McCain in the state of Arizona. Do you have a preference in that race?

PAUL: I haven't looked at it closely enough to know yet. But I do know that I have some similarities with former Congressman Hayworth and we will look at that race. I'm not sure we'll go into every race and make endorsements. We've kind of got our hands full with winning our own race at this point.

KING: How many terms would you serve if you were elected to the Senate? If you support term limit, what's your pledge?

PAUL: I think that in the Senate, we should do two six-year terms and in the House, six two-year terms. But I'll support any variation of term limits because I think the concept of term limits is good.

(END VIDEOTAPE)

KING: Dr. Rand Paul there. Can he sell that message in Kentucky? And more importantly, will his success mean success for other tea party candidates across the country?

When we come back, liberal commentator Amy Goodman joins us and RedState.com editor, Erick Erickson. A lot to talk about with them and others.

We'll go "Wall to Wall" when we come back because we had a big election night last night. So, we'll use your magic wall and we'll map it out. Where are the tea party targets as the election campaign goes forward and what happened yesterday when it comes to turning out the black vote and evangelicals in key states?

In "One-on-One" tonight, a familiar face, senator, actor, Fred Thompson. He is with us. Dancing pigs, well, that's a reference to his new book. We'll also get his thoughts. Remember, he won back in 1994, to see if he sees similarities to this campaign year.

The most important person you don't know tonight, well, at this very moment, she's a very important party girl and you can bet based on the history of White House state dinners, she's checking her list.

And in "Play-by-Play" tonight, you don't want to miss this. Does the tea party mix with tea time? And if the administration is reviewing Arizona's immigration law to see if it should file suit, what are the slow readers?

(COMMERCIAL BRESAK)

KING: The big winners in last night's primaries were the liberal and conservative groups who made big statements in the big races. In Pennsylvania, Arlen Specter was endorsed by the president and just about everybody else with a title in the Democratic Party, but the liberal grassroots went to work for Joe Sestak and he won.

In Kentucky, Rand Paul was not the Republican Party favorite, but he was the favorite of the tea party and other conservative activists. Two people who are plugged into these communities join us right now. Amy Goodman is the host of "Democracy Now," a progressive television and radio news show. Erick Erickson is the CNN contributor and the editor-in-chief of RedState.com.

I want to start, Amy and Erick, with the conversation you just heard with Dr. Rand Paul. And as I do so, I'm going to walk over to the magic wall because, Erick, to you first, he's being a little bit cautious. He knows a lot of requests are going to come in.

But when he looks at this map and he knows there are other races out here, these are the next big primaries. There are tea party- endorsed candidates or like-minded candidates in the California Senate and governor's race, down in the Nevada Senate race, of course. And I'm especially interested and was intrigued by him saying that -- well, J.D. Hayworth and I, we share a lot of principles. He was leaning forward but wouldn't quite step into that one.

Would you like Rand Paul to go out and help John McCain's opponent?

ERICK ERICKSON, CNN CONTRIBUTOR: Oh, Lord, I hope John McCain and J.D. Hayworth make it bloody, duke it out, miserable for each other and John McCain wins. I'm not a huge Hayworth fan because while Ron Paul stands in opposition to the Republican leadership, J.D. Hayworth was nothing but a flunky for the leadership in the House. And I think once Rand Paul sees that, he'll back away.

KING: Amy, what was your biggest lesson looking at the right side of the spectrum. I asked a lot of questions about what happened on the left. But when you look at Rand Paul's success and you look at other races last night, what happened on the right that strikes you as the biggest lesson of the night?

AMY GOODMAN, HOST, "DEMOCRACY NOW": Well, I think that you have people that are bucking the establishment, either the Republican establishment or the Democratic establishment. And that's very significant. It suggests shifting lines all over this country. I think conservative and liberal lines are actually breaking down. There's a lot of realignments that are taking place right now.

KING: And when you look at the one race that was actually settled last night, it was the Pennsylvania 12th House race. I don't want to get into a tick talk of every issue in that race, but you have conservative Democratic candidate against the Republicans candidate. And the Republicans are right when they say, well, the Democrat ran to the right, he was pro-guns, he was anti-abortion, he criticized the health care plan.

But, Erick, back in 1994, that didn't matter. The Democrats could be almost perfect. And the wave was so big, the Democrats got washed up. Pete Sessions who runs the Republican Congressional Committee, I am told, right before his colleagues in the House Republican Conference today and took responsibility, and that there was a lot of grumbling because the Republicans have now lost several special elections.

Does there need to be a change there?

ERICKSON: You know, maybe. I think the change may need to be internally to the NRCC, and not necessarily with Pete Sessions. They spent a gob of funny on Dede Scozzafava and lost that one and remain bitter about how conservatives came out against her. You know, maybe so, although there were some external factors as well. The Democrats had a hot and heavy Senate primary in Pennsylvania that drove up Democratic turnout and the Republicans said Pat Toomey, I mean, they knew he was going to win. So, there really wasn't a major, major statewide race to get Republicans out.

I'm kind of surprised, though -- now Tim Burns is going to have to -- they're going to have to battle again in November, and I think it may be a little harder for the Democrat come November.

KING: Well, I want to go back to Pennsylvania in a minute but I want to stay on Republican issues for just one minute because, Amy, I want to walk through Kentucky. A lot of Democrats were saying, you know, we had more voters come out in the primary. There are more Democrats voted in the Senate primary and then they were saying that that was a big deal and it is significant.

But I just want to show people here, total registered voters: Democrats, 31 percent of registered Democrats turned out last night because there are more registered Democrats in Kentucky than there are Republicans. So, Democratic turnout was 31 percent. If you look further down, Republican turnout was 34 percent. So, by the percentages, the Republicans at least were a little bit more energized in that race.

But here's what struck me. In 2006 and 2008, evangelicals started to stay home. They did not like the state of the Republican Party at the moment. We looked at two counties where you have a high percentage of evangelical voters. In 2006, you see these numbers here. Last night, way up.

Amy, I assume that as a progressive, that has to make you a little bit nervous. If evangelical voters are coming back to the Republican base, that is energy and intensity on the right that was missing in 2006 and 2008.

GOODMAN: Well, I mean, I think both in Pennsylvania and right now, looking at Kentucky, there's going to be a lot of organizing that's going on, and I think a lot will change as well. This is a big bellwether state. And a lot is going to be happening on both fronts.

And in Pennsylvania, I want to add one thing that isn't talked about very much with the Critz victory, and that is labor was out in force. AFL-CIO, they were putting out tens of thousands of pamphlets, knocking on tens of thousands of doors. This might be a sign of labor really making a difference in these elections -- as we saw in Arkansas as well.

KING: And to that point, we'll spend more time on Pennsylvania in a second. But, Erick, if labor is making a comeback in some places, what does that tell you among evangelicals. In your community today, what was the talk about, "OK, here's what we did right, but here's what we did wrong and here are the lessons learned"?

ERICKSON: Well, you know, there's a lot of talk. In fact, I'm hearing up in the Senate right now, the Republicans are really worried right now about Nevada and what's happening to Sue Lowden who's the establishment pick there and Jane Norton in Colorado. If evangelicals are turning out huge in Kentucky, what are they going to do in Colorado where there's a large evangelical vote.

And, in fact, I think the Democrats have missed the boat on this particular issue because evangelicals really were -- they felt disengaged and disenfranchised from the Republican core in '06 and '08 just between scandal and spending and they felt like their issues were being ignored. Whether they were or not is up for debate. But they really feel like the Democrats are ignoring them. They really feel like we're headed somewhere, particularly Christian evangelicals, do not want to go as a country and they're going to fight hard in November.

KING: Erick made reference those other races, in Nevada. I just want to show you real quick the next big primaries.

June, California and Nevada. Early August, Missouri. Mid- August, Colorado and Connecticut. And then later, Alaska, Arizona, Florida and Delaware.

Still a lot to go -- a lot of big primaries. This midterm election campaign.

Amy and Erick are going to stay with us.

When we come back, we'll stay at the wall. We're going to look more closely at turnout yesterday and other lessons learned and we're going to show you just what the Philadelphia mayor meant when he said things in his city were pathetic.

(COMMERCIAL BREAK)

KING: More "Wall to Wall" and the lessons we learned last night. And helping us in the conversation: Amy Goodman and Erick Erickson.

Let's look more closely at Pennsylvania because it is one of the bigger states. You have a governor's race this year. You obviously have the big Senate campaign and you have the primary last night.

And I want to show you something about this. It's somewhat interesting. Overall turnout in Pennsylvania -- Amy, you mentioned the labor unions helping that one House district, but if you look at 2010 versus 2006, turnout was down a little bit. Now, people are going to say this race wasn't as exciting, there wasn't as competitive a primary, but from a Democratic perspective, they're a little nervous because they have a blue state there and turning out to vote was an issue.

I want to tell you more closely -- this is just Democratic turnout in the city of Philadelphia. Again, Arlen Specter needed that vote desperately. He needed a big margin among African-Americans. The mayor was for him, the governor was for him, the labor unions were mostly for him, and turnout in the city of Philadelphia was 20 percent.

I talked to Mayor Michael Nutter about this earlier today and he was more than a little discouraged.

(BEGIN VIDEO CLIP)

KING: Twenty percent turnout in the city -- "abysmal" is the term many have used to describe it.

MAYOR MICHAEL NUTTER (D), PHILADELPHIA: It's pathetic.

KING: It's pathetic. OK, you use the term pathetic. You're the mayor of the city. Why, if people were so invested, so intense, so eager to play in 2008, what has them sitting on their hands and sitting on their you-know-what this year?

NUTTER: Well, you know, certainly the big difference between now and 2008 certainly here in Philadelphia is that unemployment is a little north of 11 percent, and that's just the reported rate. You know in a city like Philadelphia and many others across the country, the real rate is much, much higher. And again, in African-American, Latino and other communities of color, the numbers are off the chart.

Second, when you look at what's going on or in some instances what's not going on in Washington, D.C., what people hear is, you know, noise and sound, and in some instances, not a whole lot of action.

(END VIDEO CLIP)

KING: Amy Goodman, I think you agree with the mayor's diagnosis. You have a tough economy and you have people who look at Washington two years after they made a big investment and they don't think they're getting their return. Is there any way to fix this between now and an election a little more than five months away? Or is this intensity gap that your side enjoyed in 2008, have you surrendered it to Erick's side in 2010?

GOODMAN: Well, I mean, I think he put his finger on it. You're dealing with intense issues of unemployment, of poverty, of foreclosures. Who is addressing these issues? And I don't know that the Republican or the Democratic candidates are really going to be addressing this.

And also, you have the establishment pushing for Specter. They have had Specter as their senator now for decades. And I think there was a lot of questions in Philadelphia, like, he's the guy that the establishment wants, he hasn't solved our problems. Everything from Philadelphia to rural areas like Appalachia, I don't think these candidates are really talking to them.

KING: So, one of the great morning-after debates, should President Obama have gone up into inner city Philadelphia and tried to rally the African-Americans? There are some people out there saying, yes, it would have helped. Other people saying, you know, everybody knew he was for Arlen Specter. They just didn't care about Arlen Specter. They weren't interested in Arlen Specter.

Erick Erickson, if you look at the National Republican Senatorial Committee Web site today, you heard Dr. Paul at the beginning saying, "Come on down, Mr. President. Please come to Kentucky. I'll even pay for the plane ticket." Republicans are trying to, you know, bait the president into coming to some of the red or the purple states.

What's the role of the president going forward?

ERICKSON: Hopefully, for Democrat -- from a Democratic perspective, probably to be hidden, not be seen. He's rapidly becoming a political leper for the Democrats.

He's been to Virginia to campaign for Craig Deeds, he lost. John Corzine in New Jersey, lost. Martha Coakley in Massachusetts, lost.

He phoned in to a lot of African-American churches and black preacher meetings in Pennsylvania and Philadelphia in particular right before the election. Arlen Specter still lost.

He went to Missouri not to campaign for Robin Carnahan who's on the ballot this year, but to campaign for the other Missouri senator, McCaskill, while Robin Carnahan was out of the state. And then when he came back to campaign with Robin Carnahan, did it at a closed event.

There are a lot of swing-state Democrats in particular who don't want to be seen with him this coming year. It's going to be very, very difficult.

KING: Do you think that's the case, Amy? The guy who did win in Pennsylvania 12th, he ran against the health care plan, he ran away in part -- he's with the Democrat on Medicare and Social Security, but away from the White House and the president on health care.

GOODMAN: Well, I think President Obama has a big problem aligning himself with Wall Street the way he has. Being there with Tim Geithner, with Larry Summers who have been part of the problem with these banks posting huge profits, the bankers getting huge bonuses -- this is a very big problem. And I think that that certainly has galvanized the tea party movement around the country. And the Democrats -- the Democratic establishment have to start dealing with this.

KING: Amy and Erick, we appreciate your thoughts on lessons learned. We'll see you in the days ahead.

When we come back, one on one with Fred Thompson. You know him from politics and from the big screen. He'll teach us the pigs -- "Teaching the Pig to Dance" is his new book.

Plus, a broken promise on Capitol Hill today, according to the Senate's top Democrat.

(BEGIN VIDEO CLIP)

SEN. HARRY REID (D-NV), MAJORITY LEADER: Before I leave here, I want everyone to understand -- I don't know a lot about everything, but I know how to count votes. And I'm not going to be giving any names and verses, but a senator broke his word with me.

(END VIDEO CLIP)

(COMMERCIAL BREAK)

KING: Everyone is trying to guess how much this year will be a rerun of 1994's Republican landslide in the midterm elections. My next guest knows all about reruns and all about 1994. That was the year actor and Attorney Fred Thompson was elected to the United States Senate.

These days, he host a radio talk show and has just written a new book called "Teaching the Pig to Dance." He's here to go one on one.

Senator Thompson, let me start with that basic question. I'm guessing based on everything you've seen so far you're happy not to be on the ballot this year.

FRED THOMPSON, FORMER U.S. SENATOR: Yes. I'm happy to not be on the ballot in any year. But I think this year probably more than ever, yes.

KING: Well, what do you see when you look out there? You see Arlen Specter, your former friend and colleague in the United States Senate, Republican turned Democrat, he's beaten in the Democratic primary by the left that says you're not pure enough, you're not a real Democrat.

Your old friend Bob Bennett out in Utah, a pretty Conservative Republican, but a guy who does business with Democrats sometimes, he's beaten at the convention by Conservatives who say, no, you're not Conservative enough.

When you look at this terrain, let's say, for example, if you were John McCain sitting in Arizona facing a primary, would you be worried?

THOMPSON: I think every incumbent ought to be concerned about it. When I step back and look at it from a little bit of distance, you know, I see two things. I see guys who have been around for a long, long time and I see a country that's in the process of bankrupting itself if we don't do better. So you put those two things together and people are just trying to be heard. They're concerned about what's going on and anti-incumbency is part of that.

KING: Do you see a sweep like 1994 or when you look at this so far, and we're five months away from the election, do you think that, no, actually it's not as big a wave?

THOMPSON: No, I think it is. I think it's probably going to be bigger, John. And of course the thing about sweeps is that when you start sweeping, the sweep turns out to usually be bigger than you anticipated. In 1994, I didn't realize that I was a part of a sweep until maybe a couple of months before the election.

We got to thinking things were looking pretty good. But here I think that the concern has made itself known a lot further in advance with a lot more intensity than in 1994, and I'd be surprised if it wasn't bigger than '94.

KING: Do you think that both ends of the political spectrum might be setting themselves up for some disappointment in the sense that, you're right, there are a lot of Democrats running to the left in the primary saying the people we've sent to Washington, they didn't get a Liberal enough health care plan or they haven't closed Gitmo or haven't repealed don't ask, don't tell. That's what you have on the left.

Then you have the Tea Party and other candidates on the right saying, you know what, you guys were with Bush when you should have balanced the budget and instead you increased spending. You haven't been conservative enough. You came to Washington, a Conservative voice, but also I would say a realist. A guy who every now and then realized you have to do business with the other side to get things done. Do you worry that both ends are setting themselves up for something that will make it hard to govern?

THOMPSON: Well, I think they're in danger of setting themselves up for disappointment, if that's part of what you mean, because, you know, talking about, for example, Republicans taking over the House or the Senate or something like that, that's wholly premature.

In terms of governing, you know, you mentioned I was elected in '94. We were able to balance the budget, a Republican congress, Democratic president. We were able to balance the budget. We were able to pass health -- I'm sorry, welfare reform during that period of time. But it works both ways.

The question is what will the president do if the House and the Senate goes into Republican hands, will he meet the Republicans halfway as the Republicans -- or as Bill Clinton met the Republicans halfway in those days. It wasn't all peaches and cream.

There was a lot of acrimony. Bill Clinton rejected the welfare reform bill two or three times before he accepted it, but we finally were able to come together that remains to be seen.

KING: I brought into the studio today some of the souvenirs I collected back when you were running for president. I have a Fred Thompson button, a bumper sticker. This is what the side of your bus looked like. I've got that sticker there.

THOMPSON: No wonder I lost.

KING: Because I have all the souvenirs. And I picked up the book looking for what you would say about the campaign in there. I want you to talk about this because I'm going to read a bit of it. On page 11, this is what I consider a priceless sentence. I suppose everyone remembers where they were when they realized they were not going to be the leader of the free world.

THOMPSON: Well, I hope I take some people away from the things we've just been talking about and allow them to have a good bipartisan laugh with this because I try not to take myself too seriously. What this book is about are funny things that happened to me and some tragic things growing up, and the people around me and what they meant to me and how they represent the country that we live in.

But I did kind of flash forward and talk about that and the -- as my presidential campaign, as I mentioned one of my friends who thinks he's funnier than I think he is said that your presidential campaign must have been the roughest three weeks of your life.

KING: Senator Fred Thompson, thanks for your time and your thoughts today and thanks for sharing a little bit about your life story in this great book.

THOMPSON: Thank you, I appreciate it.

KING: Take care.

KING: Today's most important person you don't know is on the hot seat right now. Find out who and why when we come back.

(COMMERCIAL BREAK)

KING: Right now, and I mean right now, it's show time for today's most important person you don't know. The White House Social Secretary, Julianna Smoot is overseeing her first state dinner. It's also the first one since the one arranged by her predecessors. That dinner notoriously crashed by reality TV wannabes. Smoot isn't a wannabe or a social butterfly, she's a very sharp political fund-raiser. She was the Obama national campaign finance director. She's also raised money for the Democratic senatorial campaign committee back in 1998 for unknown Senate candidate, now very well known, John Edwards.

Well, she is a North Carolina native and a graduate of Smith College. Tonight, she graduates to the big time. And with me to help explain how all of this works and do a whole lot more, Republican Doreen Clark is with us, Democrat Cornell Belcher.

Now, we're obviously not invited tonight or you guys decided to come here instead of going there and be with me. We showed some pictures of what the action over there, the guests arriving at the state dinner. The pressure on the new social secretary because of the stunt.

DOREEN CLARK: Huge. The pressure is great anyhow at these things. It's amazing how many details are involved. But given what happened last time, security has just got to be astronomical. Anything that goes right or wrong is, fair or not, her fault or her responsibility.

CORNELL BELCHER: But Smoot is up to the task. I've known Smoot for a while. She's a pro. She's going to get the job done. Go Smoot.

KING: If anyone crashes, we now have Cornell on tape on that one.

Now let's go to some stories on my radar, some breaking political news tonight from Capitol Hill. Finger pointing after what Majority Leader Harry Reid says is a broken promise. After a surprise loss on a procedural vote over the big Wall Street reform bill this afternoon, Leader Reid was fuming.

(BEGIN VIDEO CLIP)

SENATOR HARRY REID, (D) MAJORITY LEADER: Before I leave here, I want everyone to understand, I don't know a lot about everything, but I know how to count votes. And I'm not going to be giving any names and verses, but a senator broke his word with me.

(END VIDEO CLIP)

KING: Now, Reid wouldn't name names, but we have an excellent Capitol Hill unit here at CNN and sources tell our Congressional producer, Ted Barrett, the unnamed senator is Republican Scott Brown of Massachusetts. So we contacted Brown's office and here's what they say.

Harry Reid does not speak for Scott Brown. Scott Brown speaks for Scott Brown. Bipartisanship is a two-way street. The Brown statement went on to say essentially that he thought he had a deal to have some things in the bill and they weren't there when they voted on the bill so this one is going back and forth. In some ways typical Washington, but very rare in the Senate, which tries to be the gentleman's club to have this public finger pointing.

CLARK: But it wasn't really a public finger pointing because he didn't really name him.

KING: Well, he knew we'd find out. You don't think Harry Reid went there saying I'm not going to name names, but thinking somebody wouldn't crack the case.

CLARK: I thought it sounded like I'm shocked there's gambling going on here. A member told me one thing and did something else.

BELCHER: There's a little fire there and a sense of urgency, especially around this financial reform stuff, wanting to get that done so our leader showed a little of the fire that I think a lot of Democrats behind closed doors see all the time.

KING: Well, my hat tipped to Ted Barrett tonight. He's one of the best on the hill. Another thing on my radar, we talked a little about this, I talked to Philadelphia Mayor Michael Nutter about what happened in Pennsylvania yesterday.

Arlen Specter lost. Every Democrat with a title endorsed Arlen Specter. He loses the race in part because guys told me through the day what the turnout target in the city of Philadelphia was way down. The mayor said African-American turnout was pathetic. He says it's in part because of the economy but is Specter not so well liked in the community?

BELCHER: Here's the thing. I think there's a couple of things. One is the GOP operation from what I'm hearing wasn't what it typically is and clearly there was some break sort of between the Specter campaign and some of the long-time Democratic operatives there on the ground because quite frankly some of the Specter folks haven't been relationships with them before.

The other part about this is you cannot take that base vote for granted. I think some would argue resources aren't there, respect wasn't there and it showed in the turnout. The other part about this is I fight against this idea that you can bequeath your voters to someone. They can't do that with black or Hispanics or other voters. They aren't used to voting for Arlen Specter for anything.

KING: If they are not invested this year, we think it's a Republican year anyway if African-American turnout stays down like that.

CLARK: I'm from Pennsylvania and I've watched him for decades. In the last several months I had this mental image where people looked at him and said been there, done that, we are moving on. Everybody had had enough of him.

But I don't think the results of what happened yesterday, I don't think it's a Republican thing or a Democratic thing. It's a, oh, my God, those guys have been trying for a while, get them out of the way, I want to try somebody new.

BELCHER: And the other part of this, John, really quickly is that as a pollster I know when the campaign turns negative and is not about what you're for and is about beating up the other guy or female, it is negative, negative, negative, that does drive down turnout. I think they have seen a lot of negative campaigning turning people off.

KING: All right, Doreen and Cornell are going to stay with us. When we come back, we're going to go play by play. Is Tea Party star Rand Paul really a country club Republican? The answer depends on not where you look, but when you look. Don't go anywhere.

(COMMERCIAL BREAK)

KING: You get the drill, Doreen Clark and Cornell Belcher still with us. We're here for the play by play. You get it, we break down the big tape, we use your experts to say what went right, what might have gone wrong.

The president is in the Rose Garden today with the president of Mexico. He's the guest of honor in that big state dinner tonight and there's a little tension about this meeting because the two of them get along pretty well, but neither the president of the United States nor the president of Mexico likes the new Arizona immigration law. The president went out of his way to make a point of saying it is a state law but the federal government is taking a close look. (BEGIN VIDEO CLIP)

BARACK OBAMA, PRESIDENT OF THE UNITED STATES: I want everyone, American and Mexican, to know my administration is taking a very close look at the Arizona law. We're examining any implications, especially for civil rights because in the United States of America, no law-abiding person, be they an American citizen, illegal immigrant or visitor or tourist from Mexico should ever be subject to suspicion simply because of what they look like.

(END VIDEO CLIP)

KING: All right, that's the president today. It's been 26 days since the law was signed in the state of Arizona. Now, the president isn't the first one in the administration to say we're taking a close look. Here's the Attorney General Eric Holder last week.

(BEGIN VIDEO CLIP)

ERIC HOLDER, ATTORNEY GENERAL: I'm not in a position to say at this point, not having read the law, not having had the chance to interact with the people who are doing the review on exactly what my position is.

KING: That's the Homeland Security Secretary Janet Napolitano at the end. Of course, she used to be the governor of Arizona. She doesn't know anything about it so again, 26 days ago this was signed into law. They say again over and over and over and over again they are reviewing it. This is 19 pages.

CLARK: I bet you have read it.

KING: I've read it several times. I've read it at least four times. That surprises you. I read it over and over again trying to go through the language and they amended it about what is reasonable and why you would stop somebody.

BELCHER: I got to think that they have to figure out what's the best tact to take here and not rush into it. It's a wise thing to do. Let's not rush into it. There's a lot of emotions on both sides. Sometimes the president upsets those on the left and always upsets those on the right but take the middle tact is what they're doing right now.

CLARK: Always a tough issue with Mexico. Always a source of tension with the president. There's that, but I thought what's interesting if you look at the body language of this, the body language in the last few days is different when this bill first showed up on everybody's radar screen.

There was strong and aggressive denunciation from a lot of people including this administration. I see them backing up and taking that thoughtful look saying let's read the 26 pages and see what we have there.

KING: All right, so Rand Paul is the Tea Party favorite of the moment and you know, it uses - used to be used against your boss, George H. W. Bush back in the day the term country club Republican.

I want to show you Rand Paul's celebration rally. Jessica Yellin was there last night. She was right here on this program and look at this right here. This is her. Jessica Yellin 7:49 p.m. in the east right here. OK, there it is. Breaking news. Bowling Green Country Club. Jessica Yellin looks at home at the country club, doesn't she?

Less than 20 minutes later by my math, there's Jessica Yellin on Campbell Brown last night. We had a funny about this on the air. We're glad they're watching. But someone tame out and took care of that. The candidate was asked about this. How can you be a Tea Party candidate at a country club?

(BEGIN VIDEO CLIP)

RAND PAUL, (R) KENTUCKY SENATE CANDIDATE: I think at one time people used to think of golf and golf courses and golf clubs as being exclusive, but I think in recent years now you see a lot of people playing golf. I think Tiger Woods has helped to broaden that in the sense that he's brought golf to a lot of the cities and to city youth and said I don't think it's nearly as exclusive as once people considered it to be.

(END VIDEO CLIP)

KING: So it's Tiger Woods' fault that --

CLARK: Not exactly the person that would come to mind when you try to elevate yourself from a problem is Tiger Woods right now.

BELCHER: It's a tough spin, but I tip my hat to him. What Republicans have always done going back to Reagan in front of the statue of Liberty is nail the image right. This is where someone in his campaign missed the image and so now it's two days later we're still talking about this. It's bad, bad, bad.

KING: Who you vote for - Tea Party Republican or a country club Republican?

CLARK: I was watching it saying when you're in a hole, stop digging. He kept digging. He should have moved on.

KING: We've been talking about this all night, incumbents across the country are running scared. Does experience matter? Who better? We'll have more in a minute.

(COMMERCIAL BREAK)

KING: It's the big question after last night's big primary night. How mad are voters at incumbents? What they are prepared to do about it? Doesn't experience matter? Trying to crack the code for us in this big election year is our off-beat reporter, Pete Dominick. Pete.

PETE DOMINICK: John, I was thinking about it. Joe Biden is vice president. Teddy Kennedy passed away. Arlen Specter losing last night. Chris Dodd on his way out. That's a collective, what, 500 years in the Senate. Does it matter? It might or might not. In your line of work, that's what I wanted to find out. Experience.

(BEGIN VIDEOTAPE)

DOMINICK: What do you do for a living?

UNIDENTIFIED FEMALE: I'm an actor.

DOMINICK: In your job, how much is experience matter?

UNIDENTIFIED FEMALE: I think it matters a lot.

DOMINICK: And your job looks matter more than anything, let's be honest, right? If they're looking for a giant black guy for the part, you're not getting it.

UNIDENTIFIED FEMALE: Don't tell me what I can and cannot do.

DOMINICK: Fair enough, you're a designer.

UNIDENTIFIED MALE: Yes.

DOMINICK: How long have been designing? You're a young guy.

UNIDENTIFIED MALE: Twelve years.

DOMINICK: Are you better than somebody who just started?

UNIDENTIFIED MALE: I don't know --

DOMINICK: It's a creative thing, right?

UNIDENTIFIED MALE: It a creative thing, yes.

DOMINICK: Can I pop some of these?

UNIDENTIFIED MALE: (Inaudible)

DOMINICK: How long have you been driving?

UNIDENTIFIED MALE: Twenty four years.

DOMINICK: Twenty four years? Are you better than the new guys? Come on.

UNIDENTIFIED MALE: Well, I can't say that.

DOMINICK: The new guys, they know how to work the credit card machine. Young people don't like to work, is that what you're saying? UNIDENTIFIED MALE: Most of them are drunk and smoking.

DOMINICK: Yes, they're all doing the drugs and scandal, but clean living is important to your job, right?

UNIDENTIFIED FEMALE: I'm a controller in a firm.

DOMINICK: That matters? More time you have in there the better it is?

UNIDENTIFIED FEMALE: I would say, yes.

DOMINICK: So young kid comes in can't do your job, right?

UNIDENTIFIED FEMALE: Yes. But they'll pay them a lot less.

DOMINICK: True, that's a good point.

(END VIDEOTAPE)

DOMINICK: It seems, John King, people do think experience matters in most of their careers.

KING: Let me ask you if you have any experience at this, Pete Dominick. You do stand up. You do excellent interviews on the street. There's a state dinner going on at the White House right now. President and Mrs. Obama came out earlier tonight. There you see the president of Mexico. The first lady of Mexico with President and Mrs. Obama, they're playing the national anthem. They all look great. I guess you weren't invited, but why didn't you crash?

DOMINICK: Because I thought it was so weird that they were serving Mexican food to the Mexican food to the Mexican president and I wanted to make mine at home. I didn't think I would make it in any way, John.

KING: You have a very interesting piece behind you. He walked away. He must have known you were going to come at him and ask him about the fistfight last night.

DOMINICK: He always shows up at our shoots.

KING: If you had a Pete dinner, what would the menu be at the Pete Dominick's state dinner?

DOMINICK: My wife would probably make something organic and vegetarian, but it would definitely be Italian maybe an eggplant dish or taco bell.

KING: I can make a pretty mean eggplant lasagna.

DOMINICK: Really?

KING: I can, I'll make it for you some time.

DOMINICK: John King cooks. We learn it more. KING: Well, John King loves to cook. Pete Dominick, thanks for you -- I'll invite to my dinner. That's all for us though. Campbell Brown standing by right now.